Zynga Prices Secondary Offering at $12 a Share

Less than four months after Zynga’s public market debut, the online game company has priced a secondary offering of nearly 43 million shares at $12 each.

The offering, comprised of shares from a group of early investors and executives, will raise about $515.6 million. Its underwriters, led by Morgan Stanley and Goldman Sachs, also have the option to buy an additional 6.4 million shares from the selling shareholders.

The company will not receive any proceeds from the offering.

Zynga said it was holding the sale to “facilitate an orderly distribution of shares and to increase the company’s public float,” ahead of the expiration of its lock-up period, when early shareholders will finally be able to sell their shares on the public market. By selling a large batch now, Zynga is trying to minimize the volatility of the stock and dampen the effect of the expiration.

It also allows crucial insiders to sell a large block of shares well ahead of Facebook’s highly anticipated offering, which is widely expected to occur in May.

Shares of Zynga fell about 6 percent on Wednesday, closing at $12.24.

While several of Zynga’s venture capital backers managed to sell shares in its December I.P.O., the secondary offering is the first time Zynga executives will be able to participate. According to its prospectus, Zynga’s chief executive, Mark Pincus, is selling 16.5 million class B shares, or roughly 15 percent of his holdings.

Zynga’s chief operating officer, John Schappert, who joined the company last April, is selling 322,350 shares, or about 45 percent of his stake. The company’s chief financial officer, David M. Wehner, who joined in 2010, plans to sell 386,865 shares, more than half of his holdings.

In total, Zynga’s directors and executive officers are unloading about 21 million shares.

Other sellers include the investor Reid Hoffman, an early backer of Zynga and a longtime friend of Mr. Pincus, and the venture capital firms Institutional Venture Partners and Union Square Ventures.